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IntermediateBrazilian REITs · Lesson I1.1 · Module I1

How a Brazilian REIT is created

Module I1: How a FII is born and grows

11 slides~5 minquiz at the end

In this lesson

  • Who does what until the share lists
  • What the bylaws must say
  • The 180 days to reach 100 holders
See the slides
Meeting room with a long table and chairs

Brazilian REITs · Lesson I1.1

From zero to a listed share

Who does what, and in which order, for a REIT to be born.

The assembly line

Five stations to the exchange

  1. Thesisthe manager picks what to buy
  2. Administratora licensed firm sets up the fund
  3. Bylaws and appraisalthe rules and the property value
  4. Offeringinvestors buy the shares
  5. Exchangeshares start trading on B3

Money can only come in through the securities distribution system (CVM Res. 175, Annex III, art. 2).

Who is who

Every piece has an owner

The new REITborn with its own bylaws
Managerdesigns the thesis
Administratorsets it up and asks for listing
Underwritersells the offering
CVM: registration
B3: trading
ANBIMA: self-regulation

A fund capped at 5% in securities can be set up by the administrator alone (Annex III, art. 5).

The fund's contract

What the bylaws must say

  • Purposewhich segment the fund invests in
  • Investment policythe limit on what the manager can buy
  • Feeswhat each provider charges
  • Payoutshow profit becomes income
  • Meetingswho votes and with what quorum
  • Appraisalproperty enters at an appraised value

CVM Res. 175, Annex III, art. 11.

Illustrative timeline

From paper to exchange in months

  1. Month 0Thesis and target assetsthe manager builds the plan
  2. Months 1–2Bylaws, due diligence, appraisalslawyers and appraisers at work
  3. Month 3Registration and offeringshares are offered
  4. Month 4Settlement and first trade on B3cash comes in, shares trade
  5. Up to 180 days later100 unitholders or morea condition for the tax exemption

The exemption clock

A new fund races the clock

180 days

from the first paid-in capital to reach 100 unitholders

Without the 100, individuals lose the income tax exemption.

Law 11,033/2004, art. 3, § 2, rule in force in 09/2026.

Mind the stamp

Registration is not endorsement

Registration means

  • documents follow the rules
  • mandatory disclosure is public
  • CVM oversight

Registration does not mean

  • that the fund is good
  • that the price is fair
  • any income at all

Remember this

Three ideas from this lesson

  1. An assembly lineThesis, administrator, bylaws and appraisal, offering, exchange.
  2. The bylaws rulePurpose, policy, fees and quorums are written from day one.
  3. Registration ≠ endorsementThe CVM checks the rules, not the fund's quality.

Quick quiz · 1 of 2

The fund's capital was paid in with 40 holders. How long to reach 100?

See answer

180 days from the first paid-in capital (Law 11,033/2004, art. 3, § 2). After that, without 100 holders, income loses the exemption.

Quick quiz · 2 of 2

The fund is registered with the CVM. What does that prove?

See answer

Compliance only. Registration does not judge the property, price or manager — that analysis is yours.

Lesson complete

Next lesson

I1.2Intermediate · Lesson I1.2What does it cost to structure and raise a REIT?A real prospectus opened up: 3.24% of the offering is cost, and nearly all of it is commission.Continue
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Educational content, written for learners. Not investment advice.